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DocuSign Envelope ID:F8A6106B-387F-4148-B9F8-4D7937C08E11 protecting and securing its usemame and password from unauthorized use.The Customer must notify Fetch immediatey in the event
<br /> that it is aware of the possibility of a breach of security.
<br /> The Terms and Conditions(the"Terms")of this Agreement(the"Agreement')together with each Services Order Form govern all
<br /> contracts for the sale of services(the"Services')by Fetch(which for purposes herein shall include its affiliates)to the Customer.All other Fetch may provide hypertext links to sites on the Internet.which are operated by unrelated third parties.Using an external
<br /> terms,or variations to these printed Terms,conditions,term sheets,order forms or purchase orders are exduded unless agreed explicitly hypertext link means that the Customer may be leaving Fetch's site and Fetch therefore takes no responsibility for and gives no
<br /> in writing by a numbered modification addendum authorized by Fetch.Execution litre Services Order Form by the customer,whether in warranties,guarantees or representations in respect of linked sites.
<br /> writing,on the Internet or by e-mail shall mean acceptance that these Terms are deemed incorporated in any purchase order or order Customer acknowledges and agrees that although Fetch's Service contains maps.routing instructions and driving directions,
<br /> form and shall form the contact between the Customer and Fetch. Fetch assumes no responsibility for the accuracy of this information.Customer is responsible for checking directions for
<br /> These Terms are the entire Agreement for the sale of Services,and they shall supersede all prior terms,understandings or accuracy,confirming that the designated routes still exist,responding appropriately to construction and other road hazards and
<br /> agreements between the Customer and Fetch.If any pad of the Terms should be found to be invalid or unenforceable by a court adhering to all traffic laws.
<br /> or other competent authority.then the rest shall not be affected. The Equipment and Services are designed to collect certain data and information from Customer's vehicles,including,without limitation,
<br /> Any notice to be given in respect of these Terms by either of the parties shall be in writing,and delivered to the registered office data regarding the location of the vehicles,rate of travel,ignition on/off,idle time,number of stops and other similar information
<br /> or principal place of business of the other. (cdlectively,"Vehicle Information").Customer acknowledges and agrees that as between Customer and Fetch,Fetch owns all Vehicle
<br /> Information, including all rights in and to such Vehide Information. Without limiting the generality of the foregoing,Customer
<br /> B. PRICES,PAYMENT TERMS,COMMITMENT OF CUSTOMER,CREDIT REPORTING AND TAXES acknowledges and agrees that as the owner of the Vehicle Information,Fetch may review,analyze,manipulate,copy and modify the
<br /> Prices,which are expressed in US Dollars,are only valid if expressed in writing by Fetch and only for the period stated in the Vehide Information.Fetch may also distribute reports,analyses and data based upon the Vehide Information,provided,however that
<br /> quotation or contract If not stated,the validity period is 30 days. Fetch agrees that it shall not disclose to any third parties any Vehicle Information that identifies specifically Customer or any of the drivers
<br /> Billing and the Service Term(as described in Section N)shall commence on installation of Equipment or forty five(45)days of Customer's vehicles.It being understood,however,that the foregoing restriction shall not apply to disclosures of Vehicle Information
<br /> from the execution of the applicable Services Order Form,whichever is earlier. that are(i)required by law or in response to a request from law enforcement authorities,(ii)made in connection with a subpoena or other
<br /> similar demand,(iii)made in connection with a contemplated merger.acquisition or similar transaction,(iv)made to Fetch's affiliates or
<br /> Unless otherwise stated,payment of all amounts shall be made within 15 days of the date on the invoice or before any due date for related companies,and/or(v)made to Fetch's service providers.
<br /> payment shown on the invoice.If any payment is not made by the Customer by the due date,Fetch reserves the right to charge a late
<br /> J. AVAILABILITY OF SERVICES
<br /> payment charge of one and one-half percent(1.5%)per month of the outstanding past due balance.Any failure by Customer to make
<br /> timely payment of any obligation under this Agreement shall be deemed a breach.Customer agrees to reimburse Fetch for all charges, Fetch does not warrant any connection,communication,transmission,security of or results from the use of any information provided(or
<br /> costs.expenses and attorney's fees incurred to enforce or collect the amounts due under this Agreement omitted to be provided)in connection with the Services.Availability of,or accuracy of information provided by the Services may become
<br /> In the event Customer has a valid dispute with any invoice or amount due,such dispute must be communicated in writing to Fetch within disrupted or degraded from time to time as a result of events such as,but not limited to;disruption to satellite system operation,
<br /> 30 days of the billing date,describing the amount,issue and the reason for any dispute.Any amounts not disputed within this time frame unavailability of wireless data canierservices or signals,disruptions to the Internet or Fetch's server(s),computer failures and viruses,and
<br /> will be deemed to be valid.Fetch and the amount is agree to work expeditiously to resolve any dispute. hardware failures.Fetch shall use commercialy reasonable efforts to minimize the effects of any such disruption or degradation to the
<br /> Customer,but shall not be liable to the Customer for any loss or damage,whether resulting directly or indirectly from the unavailability of
<br /> Customer agrees to notify Fetch within 30 days of any change in Customer's trade name,address,or phone number.By executing this any of the Services,degradation of the accuracy of the information or the failure of the Products.Fetch accepts no responsibility
<br /> Agreement,Customer authorizes Fetch to periodically request your credit reports and bank and trade references.Upon your request,we whatsoever for any Vehicle Information lost as a result of any failure of the Equipment or disruption to or degradation of any of the
<br /> will inform you of the name and address of the reporting agency from which we received such a report. Services.Fetch's total liability to the Customer shall not exceed the fees received by Fetch from the Customer for the Services relating to
<br /> All payments to Fetch exdude taxes unless specifically stated.The Customer is responsible for payment of all applicable taxes, the period during which any disruption or degradation of the Services continued.
<br /> however designated or incurred in connection with the transactions under this agreement,and agrees to reimburse Fetch for Neither Fetch nor its wireless network partners make any warranties with respect to the Service or the performance of any wireless
<br /> any taxes paid on their behalf. network.To the extent Fetch provides access to information provided by other sources,Fetch accepts no liability for and makes no
<br /> C. DELIVERY AND INSTALLATION OF FETCH OWNED EQUIPMENT warranties,express or implied,with respect to the content thereof.Customer has not relied on and will not make claim that it is
<br /> entitled to the benefit of any representations,promises,description of services or other statement not specifically set forth in this
<br /> The provision of Services as contemplated herein requires the installation of certain Fetch owned equipment(the"Equipment")into Agreement.
<br /> Customer vehides.All Equipment delivery times and dates are approximate,but Fetch shall use its reasonable efforts to respect them.
<br /> The parties shall each make commercially reasonable efforts to schedule and complete the installation of the Equipment within fourteen K. CONFIDENTIALITY
<br /> (14)days from the date this Agreement is executed,unless an altemate schedule is agreed upon in advance by both parties.Fetch shall Both Fetch and the Customer will treat all information received from the other party that is marked'Confidential'or which is reasonably
<br /> not be liable for any loss or damage resulting from late delivery or installation.Should Customer not make reasonable efforts to make obvious to be confidential("Confidential Information")as it would treat its awn confidential information,but in no event shall either party
<br /> vehides available to Fetch or our designee for installation of Equipment within forty five(45)days from the date of this Agreement Fetch's employ less than a reasonable degree of care in protecting the Confidential Information.Confidential Information includes,but shall not be
<br /> obligation to install such Equipment shall expire,and any installation thereafter shall be subjected to an incremental installation fee of limited to:pricing,business plans,customer lists,operational and technical data and product plans.
<br /> $100 per vehide,in addition to all other fees.Fetch's inability to install such Equipment in Customer vehides due to unavailability of
<br /> Customer vehicles shall not relieve Customer of its service fees pertaining to such vehicle(s). L. LIABILITY
<br /> Fetch,its employees or sub-contactors shall normaly carry out installations.In the event that installation is carried out by the Customer, Fetch does not represent or warrant that Customer will achieve any certain results by use of the Service.Fetch does not warrant that the
<br /> the Customer's employees,agents.representatives or nominated sub-contractors("Self-install"),Fetch shall not be liable for any loss or functions contained in the Equipment or Service will meet Customer's requirements or that the operation of the Equipment or Services will
<br /> damage whatsoever,arising directly or indirectly,as a result of any negligence or failure to follow Fetch's written instructions in instating be uninterrupted or error free.With the exception of the indemnity obligations set forth in section H,Fetch's maximum liability for all claims
<br /> the Equipment Should Customer Self-install,Service Term shall commence upon delivery of Equipment to Customer as evidenced by under this Agreement(whether in tort,contract,negligence or otherwise)shall not exceed one years'Services fee or the total fees
<br /> shipping carrier documented delivery date. received by Fetch from the Customer for the Services,whichever is less.
<br /> D. ACCESS AND USE Neither the Customer nor Fetch shall be liable to the other for any economic(including,without limitation,loss of revenues,profits,
<br /> Subject to the terms and conditions of this Agreement,Fetch hereby grants Customer anon-exclusive,non-transferable limited contracts,business or anticipated savings).special,indirect,incidental.exemplary.punitive or consequential losses or damages or loss of
<br /> Subject
<br /> in the territory where ande the Customer t this located Agreement,
<br /> follows:Fetch goodwill in any way whether such liability is based on tort,contract.negligence,strict liability,product liability or otherwise arising from or
<br /> relating to this Agreement or resulting from the use or the inability to use the Service or Equipment or the performance or non-
<br /> a. To access and use the Services until the last day of the Service Term,consistent with any Fetch policies and additional use performance of the Services or Equipment.It is the responsibility of the Customer to insure itself in this regard if it so desires.
<br /> limitations specified or referenced in the order form and solely for the Customer's use;and M. FORCE MAJEURE
<br /> b. To download,print,copy and use any documentation as reasonably necessary for it's internal,in-house use related to the Fetch shall not be liable to the Customer for non-performance or delay in performance of any of its obligations under these Terms or loss
<br /> rights granted under subsection(a)above. or damage of any products due to acts of God,failure of the Internet or another network,war,riot,civil commotion,embargo,strikes,fire,
<br /> Fetch reserves all rights not expressly granted herein.Except as otherwise permitted herein,Customer may not copy,modify,adapt,or theft,delay in delivery of services of sub-contractors or sub-suppliers,shortage of labor or materials,confiscation or any other unforeseen
<br /> create derivative works of the Services.Except as otherwise permitted herein,in no event shall Customer(i)use,or permit any third party event(whether or not similar in nature to those specified)outside the reasonable control of Fetch.
<br /> to use,the Services for timesharing,rental,or service bureau purposes,or(ii)decompile,disassemble,reverse assemble,or otherwise N. TERM AND TERMINATION
<br /> reverse engineer the Equipment or Services,or permit any third party to decompile,reverse assemble.or reverse engineer the
<br /> Equipment or Services.Customer will use the equipment and services only in compliance with applicable law. The initial Service Term of this Agreement shall begin an the earlier of installation of the Equipment or forty five(45)days from the date
<br /> E. OWNERSHIP RIGHTS the Services Order Form is executed,and continue for the period indicated on the Services Order Form(the"Service Term").The
<br /> Service Term for renewal Services shall commence on the date of execution of the applicable Services Order Form for the renewal or,
<br /> Ownership.Customer acknowledges that Fetch owns all rights,title,and interest in the Equipment and Services,including but not limited if later,the date specified on the Services Order Form as the start date for the applicable renewal Service.Unless otherwise specified
<br /> to all worldwide copyrights,trade secrets,trademark,patents,confidential information,and proprietary and intellectual property rights in the Services Order Form,add-on features will run for the same term as the base vehide tracking units to which the add-on features
<br /> subsisting therein.Customer shall not acquire any rights,express or implied,in the Equipment or Services other than those specified in apply.This Agreement and/or the Services Order Form may not be terminated by Customer or Fetch during the Service Term other
<br /> this Agreement than for breach and then only by the non-breaching party.This Agreement may be terminated by either party at the end of the
<br /> Third Party Software.Customer acknowledges that the Equipment and the Services may contain certain third party applications applicable Service Term by providing written notice at least sixty(60)days prior thereto,but in the absence of such notice,the
<br /> licensed to Fetch.The right to access and use the Services granted hereunder shall be subject to any underlying license to applicable Service Term shall automatically renew under the same terms and conditions for successive twelve(12)month periods
<br /> Fetch from a third party of any component of the Equipment or Services. (such renewal periods(s)shall also be referred to herein as a'Service Term').
<br /> F. TITLE The provisions of the Confidentiality clause of these Terms shall survive termination by two years.
<br /> Title in the Equipment shall at all times remain with Fetch.Fetch may enter the Customer's property to repossess the Equipment Upon the termination of this Agreement for whatever reason,all rights granted by Fetch to Customer hereunder shall immediately cease and
<br /> if payments are not received in full by their due dates pursuant to this Agreement. Customer shall immediately return to Fetch all Fetch property,including,but not limited to,its Equipment Confidential Information and all
<br /> G. EQUIPMENT DEFECTS&REPRESENTATIONS copies thereof.Upon the termination of this Agreement Fetch shall immediately return to Customer all Customer property,induding,but not
<br /> limited to,its Confidential Information and all copies thereof.Termination of this Agreement shall not limit either party from pursuing other
<br /> Subject to the limitations contained herein,Fetch represents that for the Service Term of this Agreement,the Equipment will be free remedies available to it including injunctive relief.Termination of this Agreement,other than as a result of Fetch's breach,shall not relieve
<br /> from material defects in materials and workmanship and will substantially conform to the specifications for such Equipment WITH Customer of its obligation to pay all fees and other amounts due by Customer under this Agreement and such amounts shall be accelerated
<br /> THE EXCEPTION OF THE REPRESENTATION IN THE FOREGOING SENTENCE,FETCH MAKES NO OTHER EXPRESS OR and paid by Customer in a lump sum payment due upon termination.
<br /> IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ALL OTHER WARRANTIES
<br /> ARE HEREBY DISCLAIMED,INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTY OF MERCHANTABILITY,NON- 0. ASSIGNMENT
<br /> INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.If during the Service Term any Equipment is found to be defective, Fetch reserves the right to assign this Agreement to a third party at any time during the term of this Agreement.This Agreement is
<br /> Fetch will at its option repair or replace the defective Equipment within a reasonable time using components or replacements that are personal to the Customer,and Customer may not assign its rights or obligations,in whole or in pad,to any third party without Fetch's
<br /> new or used.The foregoing remedy is the sole and exclusive remedy of Customer regarding defective equipment and is in lieu of any written approval.
<br /> other remedy available to the Customer at law or in equity.Customer will provide Fetch reasonable access to the vehide to effect such
<br /> P. GOVERNING LAW AND JURISDICTION
<br /> repairs or replacements.In no event will Fetch be liable for loss of use of the vehicle when the Equipment is being repaired or
<br /> replaced.This representation shall be void and of no effect if failure of the Equipment or any part thereof is due to accident, This Agreement and these Terms shall be construed in accordance with North Carolina law,and shall be subject to the
<br /> modification or misuse by the Customer or any third party. exclusive jurisdiction of the courts of the state of North Carolina,United States of America.
<br /> Fetch's repair or replacement of defective Equipment does not apply,and Customer may incur additional charges.for defects
<br /> resulting from:(i)damage caused by incorrect installation,use,modification or repair by any unauthorized 3rd party or by the
<br /> Customer or its representative,(ii)misuse or abuse to any element of the system or component thereof,(iii)damage caused by any
<br /> party or other external force,or(iv)damage caused by the connection of the Equipment to any third-party products or software
<br /> provided by the Customer.
<br /> H. INTELLECTUAL PROPERTY RIGHTS
<br /> If the Equipment or Service becomes the subject of a claim that the Equipment or Service infiinges the intellectual property rights of a third
<br /> pally and as a result of such daim,or the settlement thereof,the use of the Equipment or Service is prohibited or enjoined,Fetch shall,at its
<br /> sole expense,use its commercially reasonable efforts to do one or more of the following,in Fetch's sole discretion:(i)obtain for Customer the
<br /> right to use the infringing Equipment or Service without any additional cost to Customer;(ii)modify the infringing Equipment or Service so that
<br /> it becomes non-infringing;or(iii)replace the infringing Equipment or Service with a non-infringing item.If,after using commercially reasonable
<br /> efforts,none of the foregoing alternatives is reasonaby possible,then Fetch may require that Customer return the infringing Equipment to
<br /> Fetch and/or discontinue use of the Service and upon such return or discontinuation of use,Fetch shall refund to Customer a pro-rated
<br /> portion of the Service fees already paid for in advance.No creditor refund shall be made for Services already provided to the Customer.
<br /> Fetch retains all Fetch owned Intellectual Property in the Equipment and Services.
<br /> Copyright and all other intellectual property rights'subsisting in the Service is owned by Fetch or the providers of such information.The
<br /> Customer may use information retrieved from the Services only for its own use which means that the Customer may not sell,resell,
<br /> retransmit or otherwise make the information retrieved from the Services available in any manner or on any medium to any third party
<br /> unless the Customer has obtained Fetch's prior written consent
<br /> I. USE OF THE FETCH SERVICE
<br /> The Customer is responsible for all use of the Services made using any usernames and passwords registered by or allocated to it,
<br /> whether or not the use is made by the Customer or someone else using its usemame and password.The customer is responsible for
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